Members Terms of Use

Terms of Use for Everlywell Enterprise Program

These Terms of Use (“Terms”) govern your access to and use of the websites, mobile applications including online or mobile-enabled technology and digital tools (“Platform”), through which users may access information, testing services, telehealth consultations, and other Services made available either directly by Everlywell or through health plans, employers, or other sponsoring organizations, and related services (collectively, the “Services”) provided by Everly Health, Inc. (“Everlywell”), including, but not limited to www.drimzoxel.pro/members, which are operated by Everlywell. By accessing or using the Services, you agree to these Terms and the Privacy Notice, which is incorporated by reference. If you do not agree, you may not use the Services.

The Services are made available to individuals through a health plan, employer, or other sponsoring organization (“Program Sponsor”). Individuals who access the Services through such a program may be referred to as “Members.” Certain Services may be provided to Members at no cost because they are paid for by the Program Sponsor. Your eligibility to access certain Services may depend on your status with a Program Sponsor. You understand that your use of the Services is voluntary.

We may revise these Terms at any time by posting updated terms on our website. Continued use of our Services constitutes acceptance of the revised Terms.

NOTICE OF BINDING INDIVIDUAL ARBITRATION; MASS ARBITRATION PROCEDURES; AND CLASS ACTION WAIVER
THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AS WELL AS PROCEDURES FOR MASS ARBITRATIONS, AND NOT BY A LAWSUIT OR RESORT TO COURT PROCESS. THIS MEANS THAT (I) YOU ARE GIVING UP, AND YOU WAIVE, THE RIGHT TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY OR A JUDGE (EXCEPT AS SET FORTH EXPRESSLY IN SECTION 10, AND (II) THAT YOU ARE GIVING UP, AND YOU WAIVE, THE ABILITY TO PURSUE ANY SUCH DISPUTE IN A CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. PLEASE SEE SECTION 10 FOR MORE INFORMATION.

CONTENTS

  1. ELIGIBILITY
  2. ACCOUNT CREATION
  3. PRODUCTS AND SERVICES
  4. CONSENT TO CONTACT
  5. INTELLECTUAL PROPERTY
  6. REPRESENTATIONS AND WARRANTIES
  7. NO WAIVERS
  8. THIRD-PARTY SERVICES
  9. GOVERNING LAW
  10. BINDING ARBITRATION; MASS ARBITRATION PROCEDURES; CLASS ACTION WAIVER
  11. FORCE MAJEURE
  12. ASSIGNMENT
  13. PARTIAL INVALIDITY
  14. NOTICES
  15. ENTIRE AGREEMENT
  16. CONTACT

1. ELIGIBILITY

You must be at least 18 years of age and located within the United States to use our Services. The website is not intended for children under 13, and no one under 13 may use it. By using our Services, you represent that you meet this requirement and have the capacity to enter into these Terms.

2. ACCOUNT CREATION

2.1 Account Creation

Some Services may require the creation of an account or other registration. You must provide accurate and complete account information and keep it updated. Users may view information about available Services, testing options, consultations, or other program offerings through their account.

2.2 Security

You must maintain the confidentiality of your account credentials and are responsible for all activities under your account. You agree to notify us promptly of any unauthorized use of your account.

2.3 Termination

We may suspend or terminate accounts and Services at our sole discretion for violation of these Terms, illegal activity, or other reasons.

3. PRODUCTS AND SERVICES

The Platform allows you to:

  • Access general health and wellness information;
  • Access laboratory testing services;
  • Schedule and communicate with healthcare providers affiliated with independent medical practices;
  • View test results and engage in telehealth services, where available;
  • Access Services that may be made available to you through a health plan, employer, or other Program Sponsor.

3.1 Program-Sponsored Services

Services are offered to you through a Program Sponsor. Certain Services may be made available to you at no cost because they are paid for by the Program Sponsor. Your eligibility for such Services may depend on your relationship with the Program Sponsor, and Everlywell may contact you to facilitate access to Services made available through that program. The Services are not intended to constitute an employee welfare benefit plan under the Employee Retirement Income Security Act of 1974 (“ERISA”) or any similar state law, and nothing in these Terms shall be construed to create any fiduciary relationship between Everlywell and any Program Sponsor, Member, or other individual. A Program Sponsor’s decision to make certain Services available does not make Everlywell a plan administrator, fiduciary, or insurer under ERISA or any applicable benefit plan.

3.2 Product-Specific Terms

Certain products or services may be subject to additional terms, conditions, or disclosures (“Product-Specific Terms”). These Product-Specific Terms will be presented to you in connection with the applicable product or service and are incorporated into these Terms by reference. If there is a conflict between these Terms and any Product-Specific Terms, the Product-Specific Terms will control with respect to the applicable product or service.

3.3 Health Information Disclaimer

Unless otherwise specified on the Platform, content on the Platform is provided for general informational purposes only and is not medical advice. Always consult a qualified healthcare professional for medical questions. In an emergency, call 911.

3.4 No Medical Care by Everlywell

Everlywell does not provide medical advice, diagnosis, or treatment. Laboratories, practices, or providers solely provide all medical or clinical services. Using the Platform does not create a provider-patient relationship between you and Everlywell. Everlywell does not control or supervise medical judgment and is not responsible for the quality or outcomes of care provided by third parties. Similarly, no Program Sponsor controls, influences, or supervises the clinical decisions of any healthcare provider delivering Services through the Platform. The availability of Services through a Program Sponsor does not create a provider-patient relationship between you and the Program Sponsor.

3.5 Product Eligibility

Certain products or services may be subject to eligibility requirements, including criteria based on factors such as age, sex, or other health-related considerations. Eligibility requirements may be established by the Program Sponsor, Everlywell, the applicable independent medical practice, or the testing laboratory. By requesting, accessing, or using such products or services, you represent that you meet the applicable eligibility requirements. We reserve the right to refuse or cancel orders that do not meet these requirements.

3.6 Product Availability

Certain products or services may not be available in all states or jurisdictions. We reserve the right to limit or decline orders based on location or applicable legal or regulatory requirements.

3.7 Laboratory Testing Services

Some Services include at-home or other laboratory tests.

  • Ordering Tests: You must provide accurate, current, and complete information. Where required, an independent licensed practitioner affiliated with an independent medical practice, not Everlywell, will review your test request and, if clinically appropriate, issue a test order on your behalf. If a request is not approved, the requested Service may not be provided.

  • Sample Collection: You must follow all kit instructions. Sample collection may involve minor risks, such as discomfort, bruising, bleeding, or infection depending on the test. By using a collection kit, you acknowledge these potential risks and agree to follow all instructions, warnings, and safety information provided with the kit. Improper, contaminated, or late samples may not be tested, may produce inaccurate results, and may not be eligible for a refund.

  • Test Results: Results are generally made available through your account or mailed to you and may be reviewed by a licensed practitioner where applicable. Laboratory results may be inaccurate, incomplete, or subject to laboratory error and should not be used as a substitute for professional medical advice, diagnosis, or treatment. The laboratory is responsible for the analytical testing process, including but not limited to specimen handling, testing methodology, and result generation. You should consult your healthcare provider for interpretation, confirmation, or treatment decisions. You should not make medical decisions without consulting a healthcare provider or disregard medical advice from your healthcare provider or delay seeking such advice based on your use of the Services. To the extent authorized by you or otherwise legally permissible without such authorization, your results may be shared with the Program Sponsor.

  • Abnormal Results: If results fall outside of typical reference ranges, a member of the care team may contact you to discuss potential next steps. Any follow-up care, treatment, or prescriptions are not guaranteed unless expressly included in the applicable Service. If you receive an abnormal result and have not connected with the care team, you should NOT delay following up with your personal physician. The ordering provider or lab may be required by statute to report your results (e.g., a positive STI test) to the local health department.

  • Telehealth (When Included): Some Services may include a telehealth consultation with a licensed practitioner. Practitioners may, in their independent clinical judgment, recommend treatment or prescribe medication where appropriate. The cost of medications and pharmacy services may not be included unless expressly stated.

3.8 Telehealth Visits

For certain conditions, you may schedule telehealth visits without testing. Providers determine appropriate care and may prescribe medications or order tests. Medication and lab costs are not included. Consent to obtain services via telehealth may be requested separately from you.

3.9 Medications

Any medication prescribed is for your personal use only. Do not share medications. Read all instructions and contact a healthcare professional with questions.

3.10 Release of Records

We may release any/all medical records about you for the purpose of payment for the services rendered to you. We may share your personal health information with entities involved in your diagnosis or treatment. We may also release any/all of your medical and/or financial records to any person, corporation, or government agency which is or may be liable under a statute, regulation, or contract to you, Everly or our affiliates for all or part of our charges.

4. CONSENT TO CONTACT

4.1 Use of Services

By using our Services, you consent to receiving electronic communications from us.

In some cases, Everlywell may contact you in connection with a program offered through your health plan, employer, or other Program Sponsor to inform you about or facilitate access to testing, telehealth services, or other health-related Services available to you through that program. The Program Sponsor may provide your contact information to us. We may contact you, including calls and texts placed using an automatic dialer or pre-recorded/artificial voice, using the contact information provided by you or your health plan. We may contact you even if your number is on a do-not-call list or you previously opted out of call/texts from us.

4.2 Calls and Texts

By providing your phone number, you provide your E-SIGN signature and prior express written consent to be contacted by Everlywell at the number provided via live, automatic telephone dialing system, AI, artificial, prerecorded call, or via text. Consent is not a condition of purchase. Message and data rates may apply. Message frequency may vary. Not all carriers or devices are supported. Everlywell is not liable for delayed or undelivered messages. For texts, unsubscribe requests must use the keywords STOP, CANCEL, END, QUIT, STOPALL, or UNSUBSCRIBE. Other wording may not be recognized by automated systems.

4.3 Email Communications

By providing your email address, you consent to receive emails at the address provided from Everlywell. To unsubscribe, click the “Unsubscribe” link in the email.

5. INTELLECTUAL PROPERTY

5.1 Everlywell Intellectual Property

All content, features, and functionality of our Services and Platform, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the compilation thereof, are owned by Everlywell, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

5.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our Services for personal, non-commercial purposes. This license does not include any resale or commercial use of our Services or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of our Services or its contents; or any use of data mining, robots, or similar data gathering and extraction tools.

5.3 Restrictions

You may not:

  • Modify, reproduce, duplicate, copy, sell, resell, or exploit any portion of our Services without our express written permission.
  • Use our Services for any illegal or unauthorized purpose.
  • Interfere with or disrupt our Services or servers or networks connected to our Services.
  • Impersonate or attempt to impersonate Everlywell, an employee, another user, or any other person or entity.

5.4 User Submitted Content

By submitting content on the Platform (“User Content”), you represent that you own or have all necessary rights to use and authorize its use, and you grant us and our affiliates a perpetual, irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, publish, display, distribute, and create derivative works from such User Content for any purpose, including sharing with third parties and for promotion or provision of services or products. You are solely responsible for your User Content and agree not to post content that is unlawful, inaccurate, infringing, obscene or sexually explicit, exploitative of minors, invasive of privacy or publicity rights, defamatory, harassing, hateful, or otherwise offensive; that includes personal information without consent, spam or advertising, professional advice, malicious code, instructions for illegal activities; or that violates applicable law or disrupts the Platform.

5.5 DMCA Notification

In accordance with the Digital Millennium Copyright Act (“DMCA”), if you believe content on the Platform infringes your intellectual property rights, you may submit a notice to the address in Section 16 Contact, identifying the protected work, the location of the allegedly infringing material (including the exact URL), your contact information, a statement of good faith belief that the use is unauthorized, a statement under penalty of perjury that the notice is accurate and that you are authorized to act on behalf of the rights holder, and your physical or electronic signature. We may request additional information before removing any material, and notices should be sent to our designated agent.

6. REPRESENTATIONS AND WARRANTIES

6.1 User Representations and Warranties

You represent and warrant that any information you provide to us is true, accurate, current, and complete and your use of our Services does not violate any applicable law, regulation, or third-party right.

6.2 Limitation on Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EVERLYWELL DOES NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

6.3 Sole and Exclusive Remedies/Liability Cap

YOUR SOLE AND EXCLUSIVE REMEDY, AND EVERLYWELL'S SOLE AND EXCLUSIVE LIABILITY, FOR ANY BREACH OF WARRANTY SHALL BE REPLACEMENT OF THE DEFECTIVE PRODUCT.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EVERLYWELL'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SERVICES EXCEED THE AMOUNT PAID TO EVERLYWELL FOR THE SERVICE GIVING RISE TO THE CLAIM, WHETHER PAID BY YOU OR BY A PROGRAM SPONSOR OR OTHER THIRD PARTY ON YOUR BEHALF.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EVERLYWELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

7. NO WAIVERS

No failure or delay by Everlywell in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Some states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

8. THIRD-PARTY SERVICES

8.1 Third-Party Beneficiaries

Except as expressly stated in this Section, these Terms do not and are not intended to confer any rights or remedies upon any person other than you and Everlywell. However, laboratories, medical practices, healthcare providers, and other third parties that provide Services through the Platform (“Service Providers”) are intended third-party beneficiaries with respect to all provisions of these Terms that are applicable to or for the benefit of such Service Providers, including without limitation the disclaimers, limitations of liability, waivers, dispute resolution, indemnification obligations, representations and warranties made by you, and consents granted by you. Accordingly, Service Providers may enforce those provisions directly against you to the same extent as Everlywell. For the avoidance of doubt, all dispute resolution provisions, including any arbitration agreement and class action waiver, apply equally to disputes between you and any Service Provider arising from or related to the Services.

8.2 External Links

Our Services may contain links to third-party websites or services that are not owned or controlled by Everlywell. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

9. GOVERNING LAW

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of Texas, without giving effect to any choice or conflict of law provision or rule.

10. BINDING ARBITRATION; MASS ARBITRATION PROCEDURES; CLASS ACTION WAIVER

10.1 Binding Arbitration

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITH THE EXCEPTION OF DISPUTES PERTAINING TO EVERYWELL’S INTELLECTUAL PROPERTY RIGHTS AND CERTAIN STATUTORY CLAIMS THAT, PURSUANT TO LAW, ARE NOT ARBITRABLE, YOU AND EVERLYWELL AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES OR PRODUCTS, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF (A “DISPUTE”) SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION PURSUANT TO THESE EXCLUSIVE DISPUTE RESOLUTION PROCEDURES (THE “ARBITRATION AGREEMENT”) AND NOT IN ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, EXCEPT THAT EITHER PARTY MAY ASSERT CLAIMS IN SMALL CLAIMS COURT.

10.2 Opt-Out

You have the right to opt-out and not be bound by the Arbitration Agreement by sending written notice, signed by you, of your decision to opt-out to [email protected]. The notice must be sent within 30 days of the date posted at the bottom of these Terms or your first use of the Services or Products, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt out of the Arbitration Agreement, Everlywell also will not be bound by it with respect to disputes brought by you.

If you opt out of the Arbitration Agreement, you may exercise your right to a trial by judge, as permitted by applicable law. Notwithstanding the foregoing, if you and Everlywell previously agreed to arbitrate disputes related to these Terms, the Services, or Products, the prior agreement to arbitrate disputes will continue to apply if you opt-out of this change. If you opt out of the Arbitration Agreement, you will not be opting out of any other provisions of these Terms and you agree to be bound by all other provisions of these Terms, which shall remain in effect as allowable by law.

10.3 Pre-Arbitration Dispute Resolution

We want to address your concerns without resorting to formal legal action. Before initiating a lawsuit or arbitration, you and Everlywell agree to try to resolve Disputes informally by emailing a written notice (“Written Notice”) of the dispute to the other party. The Written Notice must include: (1) the name of the party bringing the Dispute; (2) the email address(es) associated with your relationship with Everlywell; (3) a detailed description of the Dispute; and (4) how you’d like to resolve the Dispute.

The Written Notice must be provided on an individualized basis. You agree to send the Written Notice to Everlywell at [email protected], and Everlywell will send the Written Notice to you at the email address associated with your account. You and Everlywell agree to personally meet and confer, via telephone or videoconference, to attempt to resolve the Dispute. If either party is represented by counsel, that party’s counsel may participate in the conference, but the party shall also personally attend the conference, unless the party receiving the Written Notice states in writing that the other party is not required to personally attend.

If the dispute is not resolved within thirty (30) days after the telephone or videoconference occurs, you and Everlywell agree to resolve any remaining Dispute through further informal discussions or one of the formal dispute resolution provisions below.

The Pre-Arbitration Dispute Resolution procedure in this Section is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding, unless exempted by law. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution procedure. Notwithstanding anything to the contrary in this Arbitration Agreement, a court of competent jurisdiction shall have authority to enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.

10.4 Arbitration Procedure

If informal resolution fails, then either party may initiate binding arbitration as the sole means to resolve Disputes (except as otherwise provided herein) subject to the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”) then in effect as modified by (1) the terms set forth below and (2) the Mass Filings provisions below. The JAMS Rules are available at https://www.jamsadr.com.

This Arbitration Agreement supersedes any prior Arbitration Agreement entered by the parties and is applicable to unfiled claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein.

The parties agree that this Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. To the maximum extent permitted by law, no effect shall be given to state laws concerning arbitration procedure.

WAIVER OF RIGHTS INCLUDING JURY TRIAL. YOU AND EVERLYWELL UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU AND EVERLYWELL FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

YOU AND EVERLYWELL HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND EVERLYWELL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER. YOU AND EVERLYWELL ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED HEREIN BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER REPRESENTATIVE ACTION (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE ATTORNEY GENERAL ACTION), AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM.

With the exception of the paragraph titled “Class Arbitration and Collective Relief Waiver” above and the “Mass Filings” Section below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled “Class Arbitration and Collective Relief Waiver” and/or the “Mass Filings” Section are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Everlywell shall be entitled to arbitrate the Dispute in question.

This provision does not prevent you or Everlywell from participating in a class-wide settlement of claims.

10.5 Arbitration Location

Except as otherwise provided in the “Mass Filings” Section or unless you and Everlywell agree otherwise, any arbitration proceedings may be filed in your county of residence or in Travis County, Texas.

10.6 Arbitration Rules and Governing Law

Except as modified by this Arbitration Agreement including, if applicable, the Mass Filings Section below, JAMS will administer any arbitration in accordance with the JAMS Rules in effect at the time any demand for arbitration is filed with JAMS, excluding any rules or procedures permitting class or representative actions.

Except where prohibited by applicable law, the arbitrator shall apply the substantive law of the State of Texas without giving effect to any law that would result in the applicable of the law of any other jurisdiction. You and Everlywell agree that dispositive motions will be allowed in the arbitration.

If the amount in controversy is less than $10,000, then the arbitration will be conducted solely on the basis of written materials that you and Everlywell submit to the arbitrator, unless (i) the arbitrator determines that a hearing is necessary; (ii) applicable law requires otherwise; or (iii) the parties agree otherwise. If the amount in controversy exceeds $10,000, either party may request (or the arbitrator may determine) to hold a hearing.

Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Everlywell (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

10.7 Form of Arbitration Demand

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to the Terms. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements.

10.8 Arbitration Fees

Each party is responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that JAMS has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under JAMS Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

10.9 Mass Filings

To increase the efficiency of administration and resolution of arbitrations, in the event 25 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable) against Everlywell within reasonably close temporal proximity (a “Mass Filing”), the parties agree, subject to the provisions of this “Mass Filings” Section: (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for all demands in each batch; (C) to accept applicable fees, including, without limitation, any related fee reduction determined by JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable) in its discretion; (D) that fees associated with a demand for arbitration included in a Mass Filing, including, without limitation, fees owed by Everlywell and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (E) that the staged process of batched proceedings, with each set including 100 demands proceeding through filing, processing and adjudication, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable JAMS Rules and procedures for such selection. In accordance with applicable law and to the extent an in-person proceeding is deemed necessary by the arbitrator or mutual party agreement, the arbitrator will determine the location where the proceedings will be conducted.

You and Everlywell agree to cooperate in good faith with each other and the arbitration provider or arbitrator to implement such a “batch approach” to provide for an efficient resolution of claims, including, without limitation, the payment of combined reduced fees, set by JAMS in its discretion, for each batch of claims, as well as any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and Everlywell agree that JAMS may increase or decrease the batch size, transfer a case between batches, or proceed with adjudication of more than one (but no greater than five) batches at a time as determined in the reasoned discretion of the JAMS procedural arbitrator, following the input of the parties. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a JAMS procedural arbitrator.

This “Batching” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of JAMS Mass Arbitration Procedures & Guidelines or authorizing class arbitration of any kind.

The results of the first completely adjudicated batch of demands in a Mass Filing will be given to a JAMS mediator selected from a group of five mediators proposed by JAMS, with Everlywell and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators. The highest collectively ranked mediator will be selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. Everlywell, the remaining claimants and their counsel, and the mediator will then have 90 days (the “Mediation Period”) from the date the results are provided to the mediator to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a methodology for resolving them through further arbitrations, either Everlywell or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Everlywell nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process with all remaining batches consolidated and adjudicated concurrently.

10.10 Arbitrator’s Authority and Arbitration Award

The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity subject as modified herein. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement or the Pre-Arbitration Dispute Resolution Process.

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with these Terms, including, but not limited to, the paragraph titled “Class Arbitration and Collective Relief Waiver” and Section 8.4 “Limitation of Liability” as to the types and the amount of damages or other relief for which a party may be held liable.

Except for decisions in arbitrations that are joined together in a single batch, no arbitration award or decision will have any preclusive effect, except to preclude the same or similar claims and issues addressed by the award from being re-arbitrated between the same parties. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

10.11 Changes to this Arbitration Agreement

Everlywell will provide 30 days’ notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these terms on or before the 30th day or continue to use the Services or Products after the 30th day, you agree that any unfiled claims of which Everlywell does not have actual notice under the Pre-Dispute Resolution process are subject to the revised clause. If Everlywell changes this Arbitration Agreement after the date you first accepted it (or accepted any subsequent changes to the agreement), you agree that your continued use of the Services or Products 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of this Arbitration Agreement via the procedures set forth in Section 14.2.

10.12 CLASS ACTION WAIVER

YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND EVERLYWELL THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

10.13 Jury Trial Waiver

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND EVERLYWELL AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND EVERLYWELL UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SERVICES OR PRODUCTS.

10.14 One-Year Claim Limitation

YOU AND EVERLYWELL AGREE THAT ANY ACTION, CLAIM OR DISPUTE BY EITHER PARTY AGAINST THE OTHER MUST BE FILED WITHIN ONE (1) YEAR, UNLESS PROHIBITED BY APPLICABLE LAW. THE ONE-YEAR PERIOD BEGINS WHEN THE CLAIM OR NOTICE OF DISPUTE FIRST COULD BE FILED. IF A CLAIM OR DISPUTE IS NOT FILED WITHIN ONE YEAR, IT IS PERMANENTLY BARRED.

11. FORCE MAJEURE

Everlywell will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control, including but not limited to acts of God, fire, flood, storm, earthquake, pandemic, epidemic, war, terrorist activities, riots, civil commotions, governmental actions, labor disputes, or the failure of telecommunications or power services ("Force Majeure Event").

12. ASSIGNMENT

Everlywell may assign or otherwise transfer any or all of its rights or obligations hereunder to any affiliate or successor to all or substantially all of its business or assets without your consent. You may not assign or otherwise transfer any of your rights or obligations hereunder without the prior written consent of Everlywell, and any attempted assignment or transfer in violation of this provision shall be null and void.

13. PARTIAL INVALIDITY

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

14. NOTICES

We may provide notices to you by email to the email address associated with your account, by regular mail, or by posting notices on our website. Notices sent by email will be effective when we send the email, notices sent by regular mail will be effective three (3) days after we send them, and notices posted on our website will be effective upon posting.

15. ENTIRE AGREEMENT

These Terms, together with our Privacy Notice, any Product-Specific Terms, and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Everlywell concerning your use of our Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Everlywell regarding the Services.

16. CONTACT

If you have any questions about these Terms, please contact us at:

Everly Health, Inc.
5209 Burnet Road, Suite 300
Austin, Texas 78756
[email protected]

Last Updated: June 25, 2026